Overview
- Headquarters
- Mclean, VA
- Total Firm Assets
- $1.5 billion
- Average High-Net-Worth Client Portfolio Size
- $10.0 million
Fee Structure
Primary Fee Schedule (FORM ADV PART 2A - FIRM BROCHURE)
| Min | Max | Marginal Fee Rate |
|---|---|---|
| $0 | and above | 1.50% |
Minimum Annual Fee: $2,500
Illustrative Fee Rates
| Total Assets | Annual Fees | Average Fee Rate |
|---|---|---|
| $1 million | $15,000 | 1.50% |
| $5 million | $75,000 | 1.50% |
| $10 million | $150,000 | 1.50% |
| $50 million | $750,000 | 1.50% |
| $100 million | $1,500,000 | 1.50% |
Clients
- High-Net-Worth Share of Firm Assets
- 96.06%
- Number of High-Net-Worth Clients
- 148
- Total Client Accounts
- 1,844
- Discretionary Accounts
- 1,557
- Non-Discretionary Accounts
- 287
Services Offered
Services: Financial Planning, Portfolio Management for Individuals, Investment Advisor Selection
Regulatory Filings
- SEC CRD Number
- 337753
Primary Brochure: FORM ADV PART 2A - FIRM BROCHURE (2026-08-03)
View Document Text
Item 1: Cover Page
Part 2A of Form ADV: Firm Brochure
August 2026
Activ8 Family Office LLC
1775 Tyson’s Blvd.,
5th Floor, Suite 5175
McLean, Virginia 22102
https://www.activ8familyoffice.com/
Firm Contact:
Terrence Landry
Chief Compliance Officer
This brochure provides information about the qualifications and business practices of Activ8 Family
Office LLC. If clients have any questions about the contents of this brochure, please contact us at 978-
870-0255. The information in this brochure has not been approved or verified by the United States
Securities and Exchange Commission or by any State Securities Authority. Additional information
about our firm is also available on the SEC’s website at www.adviserinfo.sec.gov by searching CRD
#337753.
Please note that the use of the term “registered investment adviser” and description of our firm
and/or our associates as “registered” does not imply a certain level of skill or training. Clients are
encouraged to review this Brochure and Brochure Supplements for our firm’s associates who advise
clients for more information on the qualifications of our firm and our employees.
Item 2: Material Changes
Activ8 Family Office LLC is required to notify clients of any information that has changed since the
last annual update of the Firm Brochure (“Brochure”) that may be important to them. Clients can
request a full copy of our Brochure or contact us with any questions that they may have about the
changes.
Since our initial filing on December 1, 2025, we have no material changes to disclose.
ADV Part 2A – Firm Brochure
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Activ8 Family Office LLC
Item 3: Table of Contents
1
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3
4
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26
27
28
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29
Item 1: Cover Page ....................................................................................................................................................................
Item 2: Material Changes .......................................................................................................................................................
Item 3: Table of Contents .......................................................................................................................................................
Item 4: Advisory Business .....................................................................................................................................................
Item 5: Fees & Compensation ...............................................................................................................................................
Item 6: Performance-Based Fees & Side-By-Side Management ...........................................................................
Item 7: Types of Clients & Account Requirements ...................................................................................................
Item 8: Methods of Analysis, Investment Strategies & Risk of Loss ....................................................................
Item 9: Disciplinary Information......................................................................................................................................
Item 10: Other Financial Industry Activities & Affiliations ....................................................................................
Item 11: Code of Ethics, Participation or Interest in .................................................................................................
Item 12: Brokerage Practices ............................................................................................................................................
Item 13: Review of Accounts or Financial Plans ........................................................................................................
Item 14: Client Referrals & Other Compensation ......................................................................................................
Item 15: Custody ....................................................................................................................................................................
Item 16: Investment Discretion ........................................................................................................................................
Item 17: Voting Client Securities ......................................................................................................................................
Item 18: Financial Information ..........................................................................................................................................
ADV Part 2A – Firm Brochure
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Activ8 Family Office LLC
Item 4: Advisory Business
Our firm is dedicated to providing individuals and other types of clients with a wide array of
investment advisory services. Our firm is a limited liability company formed under the laws of the
State of Delaware in 2025 and has been in business as an investment adviser since that time. Our firm
is owned by Activ8 Holdings LLC, an affiliated entity owned by Frank Zecca, Chris Legg, Geoff Marsh,
Brett Dimas, Chris Anest, Matt Williams, Sean Packard, and Austin Philbin; and Activ8 Investment
Partners, an affiliated entity owned by Activ8 Holdings LLC.
The purpose of this Brochure is to disclose the conflicts of interest associated with the investment
transactions, compensation and any other matters related to investment decisions made by our firm
or its representatives. As a fiduciary, it is our duty to always act in the client’s best interest. This is
accomplished in part by knowing our client. Our firm has established a service-oriented advisory
practice with open lines of communication for many different types of clients to help meet their
financial goals while remaining sensitive to risk tolerance and time horizons. Working with clients to
understand their investment objectives while educating them about our process facilitates the kind
of working relationship we value.
Types of Advisory Services Offered
Holistic Client Management Program
Our firm works with clients through a “Holistic Client Management Program” consisting of the
following types of services, customized to meet each client’s specific situation and need:
•
•
•
•
Financial Planning Services
Investment Management Services
Cash Management Services
Tax Services
Our firm adjusts the timing and scope of the Holistic Client Management Program to meet the client’s
individual circumstances. As clients progress through their career, the need for particular financial
or investment services will change. In the early stages of a client’s career, some clients may not
require significant Financial Planning Services or Cash Management Services as clients may not have
sufficient assets to participate in certain investment programs, and may have less complex tax issues
to consider. Our firm strives to tailor the services to suit each client’s situation.
Financial Planning Services
At the beginning of our firm’s relationship with a new client, our firm will ask about personal and
family circumstances, career path, financial situation, investment goals and objectives, and tolerance
for investment risk. Based on this information, our firm will work with the client to identify specific
planning services where we will focus our efforts during the initial year of our relationship. Over the
course of the client’s relationship with our firm, we will periodically review with client relevant
aspects of the financial process. Generally, our firm considers the following deliverables as part of
our Financial Planning Services:
• Cash Flow & Budgeting
:
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Activ8 Family Office LLC
o
Analysis of the client's current income, expenses, taxes, savings, and investment
history, and the potential effects of various investment choices, tax strategies, or other
planning techniques towards improving the client's current and future cash flows,
assets, and tax liabilities.
• Portfolio Review
o
:
Analysis of the client's current investment portfolio and allocation and weighing
among investments of different asset classes or market sectors, with the goal of
improving diversification, reducing volatility, minimizing taxes, or enhancing
performance.
Insurance Planning
•
o
:
Review of the client's current life and disability insurance limits and coverage to
identify circumstances where the client may benefit from purchasing additional
insurance or annuity products.
• Retirement Planning:
o
Preparation of projections regarding the client's estimated financial needs at certain
ages in the future and amounts which should be added to the portfolio to meet future
obligations and attain the client's investment objectives.
• Caution Regarding Projections:
o
When our firm develops projections for the client, whether of estimated future
income, expenses, inflation, tax liabilities, or other matters, our firm will rely on the
information provided by the client and on certain assumptions about key economic,
financial, and tax matters. While our firm believes the assumptions will be reasonable
at the time made, there is no assurance that these assumptions will prove correct in
the future; our assumptions may turn out to be wrong. To the extent the information
provided is inaccurate or incomplete, or our firm’s assumptions prove incorrect, our
projections will likely not reflect actual experience.
Investment Management Services
Outsourced Chief Investment Officer (“OCIO”) Program
Our firm primarily uses Dynasty Wealth Management, LLC’s (“DWM”) customized portfolio solutions,
which are offered to investment advisers through its Outsourced Chief Investment Officer Program
(the “OCIO Program”). Through the OCIO Program, DWM provides discretionary investment
management services through its Investment Committee, in concert with research furnished by
Envestnet PMC and iCapital Securities, LLC. OCIO strategies may entail active or passive management
strategies with the goal of creating portfolios focused on asset protection and growth of capital.
Passive portfolios typically employ inexpensive, passive ETFs, while active portfolios typically
employ active third-party investment strategies, as appropriate. Portfolios are constructed,
implemented and monitored through a due diligence program that functions at the submanager and
product level.
Our firm, or within the OCIO Program, provides discretionary investment management services for
its clients, either directly or through allocation to the sub-advisory services of an unaffiliated third-
party investment advisory firm or individual advisor (“Third-Party Managers” or “TPMM(s)”). For
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Activ8 Family Office LLC
clients with accounts managed through a TPMM, the Third-Party Managers will also require such
authority.
Based on information the client provides about individual or family circumstances, financial
situation, securities portfolio, investment objectives (such as income, balanced growth and income,
or maximum growth, for example), expected investment time horizon, tolerance for volatility or risk
in the portfolio, and liquidity needs, our firm will work with the client to develop an appropriate
investment program.
accredited investors
Our firm primarily allocates client assets among various Third-Party Managers. After gathering
information about your financial situation and objectives, we can recommend that you engage in a
specific TPMM or investment program. Factors that we take into consideration when making our
recommendation(s) include, but are not limited to, the following: the TPMM's performance, methods
of analysis, fees, your financial needs, investment goals, risk tolerance, and investment objectives.
Our firm will monitor the TPMM(s)' performance to ensure its management and investment style
remain aligned with your investment goals and objectives. The TPMM(s) will actively manage your
portfolio and will assume discretionary investment authority over your account. In addition,
TPMM(s) may be granted authority to further delegate such discretionary investment authority to
other TPMM(s). Our firm will assume discretionary authority to hire and fire TPMM(s) and/or
reallocate your assets to other TPMM(s) where we deem such action appropriate. Our firm may
employ other types of investments as necessary to achieve the client’s objectives. Our firm may also
(as defined by Rule 501 of the Securities Act of 1933)
recommend that certain
invest in privately placed securities, which may include debt, equity, or interests in pooled
investment vehicles (e.g. hedge funds). Where applicable, our firm may also provide advice regarding
legacy positions or other investments held in a client’s portfolio. Please refer to Item 8 (Method of
Analysis, Investment Strategies, & Risk of Loss) for additional information about the investment
strategies and types of investments we generally recommend to clients.
Use of Dynasty TAMP Platform
The firm has entered into a contractual relationship with Dynasty Financial Partners, LLC
(“Dynasty”), which provides the firm with operational and back-office support including access to a
network of service providers. Through the Dynasty network of service providers, the firm receives
preferred pricing on trading technology, reporting, custody, brokerage, compliance and other related
services.
In addition, Dynasty’s subsidiary, Dynasty Wealth Management, LLC, an SEC-registered investment
adviser, provides access to a range of investment services including: separately managed accounts
(“SMA”), mutual fund and ETF asset allocation strategies, and unified managed accounts (“UMA” and,
together with the SMAs, is the same as the TPMM(s)) managed by external third party managers
(collectively, the “Investment Programs”). The firm may separately engage the services of Dynasty
and/or its subsidiaries to access the Investment Programs. Under the SMA and UMA programs, the
firm will maintain the ability to select the specific, underlying TPMM(s) that will, in turn, have day-
to-day discretionary trading authority over the requisite client assets.
Dynasty charges a “Platform Fee” for which, unless otherwise disclosed, the client will be charged,
separate from and in addition to such client’s annual investment management fee, as described in
Item 5 below. The annual investment management fee charged to the client is not affected if Platform
Fees are decreased. The firm seeks at all times to ensure that any conflicts are addressed on a fully-
disclosed basis and investment decisions are handled in a manner that is aligned with the client’s
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Activ8 Family Office LLC
best interests. The firm does not receive any portion of the fees paid directly to Dynasty or the service
providers made available through its platform.
Dynasty and DWM offer an investment management platform (the “Platform” or the “TAMP") that is
available to the advisers in the Dynasty Network, such as the firm. Through the Platform, DWM and
Dynasty collectively provide certain technology, administrative, operations and advisory support
services that allow advisers to manage their own portfolios and access TPMM(s). The firm can
allocate all or a portion of client assets among the different TPMM(s) via the Platform. The firm can
also use the model and/or overlay management feature of the TAMP by creating its own asset
allocation model and underlying investments that comprise the model. Through the model
management feature, the firm can outsource the implementation of trade orders and periodic
rebalancing of the model when needed. The firm will maintain the direct contractual relationship
with each client and obtain, through such agreements, the authority to engage the TPMM(s), DWM
and/or Dynasty, as applicable, for services rendered through the Platform in service of such client.
The firm may delegate discretionary trading authority to DWM and/or TPMM(s) to affect investment
and reinvestment of client assets with the ability to buy, sell or otherwise effect investment
transactions and allocate client assets. If a client is participating in certain Investment Programs,
DWM or the designated TPMM(s), as applicable, is also authorized without prior consultation of the
firm or the client to buy, sell, trade or allocate such client’s assets on a discretionary basis in
accordance with the client’s designated portfolio and to deliver instructions to the designated
broker-dealer and/or custodian of such client’s assets.
Cash Management Services
Typically, our firm will recommend a Cash Management Account for a portion of client assets outside
of an OCIO or TAMP Program. Our firm offers Cash Management Services through City National Bank,
a bank based in Los Angeles, California. Clients participating in this service will arrange for checks,
transfers, or other sources of income to be deposited to an account held in the client’s name at City
National Bank. Client vendor invoices or bills will be forwarded to our firm, and we will direct timely
payments on the Client’s behalf. Clients will authorize certain representatives of our firm to disburse
funds from the client’s account(s). Cash Management clients will receive monthly statements directly
from City National Bank. Our firm will assist Clients in establishing banking relationships and provide
reporting of account transactions as needed. Clients are encouraged to compare our statements with
the statements from City National Bank, and to alert us immediately of any discrepancies.
Tax Services
Many of our clients have complex tax situations and will benefit from having U.S. federal and state
income tax returns prepared by one of our firm’s Supervised Persons, or where appropriate, an
independent tax firm we retain. Clients will also receive, upon request, tax projections prepared by
our firm or another independent firm. Returns and projections will be prepared based on information
provided by the client or sources that the client identifies. Neither our firm nor any independent firm
we engage will be responsible for verifying, authenticating, or auditing any information from the
client or other sources, nor will our firm (or any independent firm) be responsible for identifying or
disclosing errors, fraud, or other illegal acts.
Clients should be aware that our firm may rely on the advice and services of independent firms in
providing Tax Services. While our firm believes these firms are qualified and capable of providing
these services, our firm will not be responsible for errors, penalties, interests, or other costs as a
result of errors by a independent firm we retain for Tax Services.
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Activ8 Family Office LLC
Private Funds
OFS Private Markets Fund I, L.P. (the “Fund”) is a Delaware limited partnership structured as a fund-
of-funds vehicle designed to provide investors with access to institutional-quality private market
investments, including private equity, venture capital, and related growth strategies. The Fund is
advised by Lonsdale Investment Management, LLC (“Lonsdale”), an SEC-registered investment
adviser and affiliate of the Fund’s General Partner, Opto Custom GP 2023 LLC. Lonsdale exercises
discretionary investment authority over the Fund’s assets pursuant to an investment management
agreement and is responsible for sourcing, diligencing, and allocating capital to underlying third-
party managed private funds (the “Underlying Funds”), as well as any associated co-investment
opportunities.
The Fund typically makes indirect investments through primary commitments to Underlying Funds
and may also invest in co-investments and other private market opportunities, including those
affiliated with Lonsdale or its affiliates. The Fund generally does not invest directly in portfolio
companies.
Other Advisory Services
A client may ask our firm to provide advice or consulting services outside the scope of our Holistic
Client Management Program. For example, a client may ask for advice regarding a specific issue
related to estate planning or tax planning strategies. Our firm will negotiate the terms of these
limited-scope services on a case-by-case basis and shall be detailed in a separate signed agreement.
IRA Rollover Recommendations
A client or prospective client leaving an employer typically has four options regarding an existing
retirement plan (and may engage in a combination of these options): (i) leave the money in the
former employer’s plan, if permitted; (ii) roll over the assets to the new employer’s plan, if one is
available and rollovers are permitted; (iii) roll over to an Individual Retirement Account (“IRA”); or
(iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax
consequences).
For purposes of complying with the DOL's Prohibited Transaction Exemption 2020-02 ("PTE 2020-
02") where applicable, our firm is providing the following acknowledgment:
When our firm provides investment advice to clients regarding retirement plan account(s) or
individual retirement account(s), we are fiduciaries within the meaning of Title I of the Employee
Retirement Income Security Act 8 and/or the Internal Revenue Code, as applicable, which are laws
governing retirement accounts. The way our firm earns fees creates a conflict of interest, so our firm
operates under a special rule that requires us to act in the client’s best interest and not put our
interest ahead of our clients’. Under this special rule's provisions, our firm must:
•
•
•
Meet a professional standard of care when making investment recommendations (give
prudent advice);
Never put our financial interests ahead of yours when making recommendations (give loyal
advice);
Avoid misleading statements about conflicts of interest, fees, and investments;
ADV Part 2A – Firm Brochure
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Activ8 Family Office LLC
•
•
•
Follow policies and procedures designed to ensure that we give advice that is in your best
interest;
Charge no more than is reasonable for our services; and
Give you basic information about conflicts of interest.
No client is under any obligation to roll over retirement plan assets to an account managed by our
firm. Our firm benefits financially from the rollover of client assets from a retirement account to an
account that we manage or provide investment advice because the assets increase our firm’s assets
under management and, in turn, our advisory fees. As a fiduciary, our firm only recommends a
rollover when we believe it is in the client’s best interest.
Tailoring of Advisory Services
Our firm tailors our investment advice and services to the financial situation, investment objectives,
investment time horizon, risk tolerance, and liquidity needs of each account, according to information
provided by clients through written questionnaires, telephone or in-person discussions, and periodic
account reviews and meetings.
Each client has the opportunity to place reasonable restrictions on the types of investments to be held
in the portfolio. In addition, restrictions on investments in certain securities or types of securities may
not be possible due to the level of difficulty this would entail in managing the account.
Our firm’s investment strategies and advice may vary depending upon each client's specific financial
situation, and as such we may provide investment advice to different clients regarding the same
security or investment.
Participation in Wrap Fee Programs
Our firm does not offer or sponsor a wrap fee program.
Regulatory Assets Under Management
As of December 31, 2025, our firm manages $1,536,936,995 on a discretionary basis and
$5,429,705 on a non-discretionary basis for a total of $1,542,366,700 in assets under management.
Item 5: Fees & Compensation
Compensation for Our Advisory Services
Holistic Client Management Program:
The maximum annual fee charged for this service will not exceed 1.50%, subject to an annual
minimum fee starting at $2,500. The quarterly / annual fee will exceed the minimum fee depending
not
on the complexity and scope of the relationship. Specific information about minimum fees will be
detailed in the client’s advisory agreement. The maximum annual fee disclosed above does
include the separate fees for the Dynasty Platform, the OCIO Program, and fees paid to TPMMs.
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Activ8 Family Office LLC
Fees to be assessed will be outlined in the advisory agreement to be signed by the Client. Our firm
bills on cash unless indicated otherwise in writing. For certain sports, the advisory agreement will
provide for a minimum fee that is determined, in part, by the league in which the Client plays a
majority of any quarter or year.
Annualized fees are billed on a pro-rata basis quarterly in advance based on the value of the
account(s) on the last day of the previous quarter. For the initial period of a client’s engagement, the
initial fee charged is calculated on a pro-rata basis. Fees deposited during subsequent quarters are
prorated starting with the date the custodian credits the deposit to the account. There will not be any
refunds or adjustments of prepaid fees for partial withdrawals during a quarter.
There can be immaterial differences between the quarter end market value reflected on the client’s
custodial statement and the valuation as of the last business day of the calendar quarter used for
billing purposes, given timing and account activity. Fees will be deducted from client account(s).
Adjustments will be made for deposits and withdrawals during the quarter that are more than
$100,000. In rare cases, our firm will agree to directly invoice. As part of this process, clients
understand the following:
a)
b)
c)
The client’s independent custodian sends statements at least quarterly showing the market
values for each security included in the Assets and all account disbursements, including the
amount of the advisory fees paid to our firm;
Clients will provide authorization permitting our firm to be directly paid by these terms. Our
firm will send an invoice directly to the custodian; and
If our firm sends a copy of our invoice to the client, a legend urging the comparison of
information provided in our statement with those from the qualified custodian will be
included.
If a third-party money manager is used to manage your account, there are some third-party managers
that charge their management fees using average daily balance. The TAMP will calculate these third-
party money manager fees as described above, quarterly in advance. Because these two
methodologies differ, a reconciliation is necessary at the end of the quarter to ensure accurate billing.
This true-up billing, which can be a credit or debit, reflects the difference between the quarterly in
advance fee (TAMP) and the actual fee based on average daily balances (Third-party manager).
Financial Planning Services:
Our firm charges on an hourly or flat fee basis for financial planning services. The total estimated fee,
as well as the ultimate fee charged, is based on the scope and complexity of our engagement with the
client. The maximum hourly fee to be charged will not exceed $400. Flat fees range from $2,500 to
$100,000. The fee-paying arrangements will be determined on a case-by-case basis and will be
detailed in the signed agreement. Our firm will not require a payment exceeding $1,200 when
services cannot be rendered within 6 months.
Other Services:
For clients who request advisory services outside the scope of the Holistic Client Management
Program, or for a standalone service without our Holistic Client Management Program, our firm
negotiates the terms and fees for the services on a client-by-client basis and terms shall be detailed
in a separate signed agreement. These services may be charged as a flat fee or an hourly fee. The
hourly fee will not exceed $400 per hour. Flat fees range from a minimum of $2,500 to a negotiated
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Activ8 Family Office LLC
fee that depends on the scope and complexity of the work to be performed. The total estimated fee,
as well as the ultimate fee charged, is based on the scope and complexity of our engagement with the
client. Our firm will not require a payment exceeding $1,200 when services cannot be rendered
within 6 months.
Dynasty Network
As discussed above, the firm uses Dynasty’s TAMP services. Dynasty Platform Fees are not included
in the investment management fee the clients pay to our firm. Clients will be charged, separate from
and in addition to the clients’ investment management fee, any applicable Platform Fees as well as
applicable TPMM(s) fees. Our firm does not receive any portion of the fees paid directly to Dynasty
or the service providers made available through its platform, including the TPMM(s).
Each of the Program Fee, TPMM fees, and OCIO Program fees are determined by the particular
program(s) and manager(s) with which the clients’ assets are invested and are calculated based upon
a percentage of the clients’ assets under management, as applicable. The Platform Fee generally
ranges from 0 - .20% annually, independent fixed income manager fees generally range from 0 - .90%
annually, and independent equity manager fees generally range from 0 – 1.50% annually. Fees
charged by Dynasty to engage in the OCIO Program will range from .18% - .20% annually.
If an account is being charged a minimum account program fee because of the total market value of
the account, the advisory fee charged can be higher than the stated maximum annual fee quoted
above.
The total fee reflected on the clients’ custodial statement will represent the sum of the firm’s
investment management fee, OCIO Program fee(s), Platform Fee(s) and TPMM fee(s), accordingly.
The clients should review such statements to determine the total amount of fees associated with the
clients’ requisite investments, and the clients should review their advisory agreement to determine
the investment management fee the clients pay to us. These annualized fees charged by Dynasty will
be billed on a pro-rata basis quarterly in advance based on the value of the account(s) on the last day
of the previous quarter.
Private Fund Management
Lonsdale receives an annual management fee from the Fund. These fees are exclusive of any fees or
carried interest charged by the managers of the Underlying Funds. Accordingly, investors in the Fund
bear multiple layers of fees, including those paid to the Fund’s Investment Manager and those paid
to the managers of the Underlying Funds.
Additionally, a portion of the Fund’s carried interest (i.e., performance allocation) is allocated to the
General Partner and a special limited partner entity (OFS SLP), which is affiliated with the referring
investment adviser, Activ8 Family Office LLC.
Investors in the Fund will also bear their proportionate share of Fund organizational and operating
expenses, as outlined in the PPM and LPA. No upfront technology fee is charged to investors in this
Fund.
Other Types of Fees & Expenses
Clients will incur transaction fees for trades executed by their chosen custodian, either based on a
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Activ8 Family Office LLC
percentage of the dollar amount of assets in the account(s) or via individual transaction charges.
These transaction fees are separate from our firm’s advisory fees and will be disclosed by the chosen
custodian.
Fidelity Brokerage Services (“Fidelity”) eliminated transaction fees for U.S. listed equities and
exchange traded funds for clients who opt into electronic delivery of statements or maintain at least
$1 million in assets at Fidelity. Clients who do not meet either criteria will be subject to transaction
fees charged by Fidelity for U.S. listed equities and exchange traded funds.
Clients may also pay holdings charges imposed by the chosen custodian for certain investments,
charges imposed directly by a mutual fund, index fund, or exchange traded fund, which shall be
disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses), distribution
fees, surrender charges, variable annuity fees, IRA and qualified retirement plan fees, mark-ups and
mark-downs, spreads paid to market makers, fees for trades executed away from custodian, wire
transfer fees and other fees and taxes on brokerage accounts and securities transactions. Our firm
does not receive a portion of these fees.
Termination & Refunds
Either party may terminate the advisory agreement signed with our firm for Holistic Client
Management services at any time. Upon notice of termination, our firm will process a pro-rata refund
by calculating the amount of the unearned portion of the advisory fees based on the number of days
left in the current quarter.
Financial Planning clients and clients utilizing Other Services with our firm may terminate their
agreement at any time before the completion of services by providing written notice. For the purpose
of calculating refunds for Financial Planning clients and clients utilizing Other Services with our firm,
all work performed up to the point of termination shall be calculated at the hourly fee currently in
effect. Clients will receive a pro-rata refund of unearned fees based on the time and effort expended
by our firm.
There may be immaterial differences between the quarter end market value reflected on the Client’s
custodial statement and the valuation as of the last business day of the calendar quarter used for
billing purposes, given timing and account activity. If assets more than $100,000 are deposited into
or withdrawn from an account after the inception of a billing period, the fee payable with respect to
such assets is adjusted to reflect the interim change in portfolio value.
Commissionable Securities Sales
Our firm and representatives do not sell securities for a commission in advisory accounts.
Item 6: Performance-Based Fees & Side-By-Side Management
We do not charge fees based on a share of capital gains on or capital appreciation of the assets of any
Client's account for traditional advisory accounts.
However, Lonsdale, through its affiliates, receives performance-based compensation via carried
interest on the Fund. Lonsdale may also manage other investment vehicles, accounts, or feeder funds,
some of which may pay differing fees or carried interest. Lonsdale’s policy is to allocate investment
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Page 12
opportunities fairly and equitably among clients.
Item 7: Types of Clients & Account Requirements
Our firm focuses on the financial needs of professional athletes at all stages of their careers, and the
families, trusts, estates, retirement planning vehicles, and businesses of these individuals. The
amount of each type of client is available on our firm’s Form ADV Part 1A. These amounts may change
over time and are updated at least annually by our firm.
In accordance with the minimum fee/retainer schedule in Item 5 of this Brochure, the minimum
annual fee our firm charges is negotiated within the stated ranges based on our firm’s assessment of
a variety of factors particular to each account. For certain sports (e.g. hockey), the advisory
agreement will provide for a minimum fee that is determined, in part, by the league in which the
client plays a majority of any quarter or year.
Additionally, when calculating our firm’s fee, we include client assets invested in TPMM(s), mutual
funds programs, Cash Management Accounts, and other accounts or investments. Our firm’s fees will
not be reduced by any fees or expenses the client incurs with respect to the OCIO Program, TPMM(s),
Cash Management Account, or other account(s) or investment(s).
Clients should consider that each Third-Party Manager may establish its own minimum
requirements, which will be stated in the disclosure brochure. For the Dynasty Programs, the Third-
Party Managers generally require a minimum account size of $100,000.00.
Outside of the above, our firm does not impose requirements for opening and maintaining accounts
or otherwise engaging us. However, clients who opt into electronic delivery of statements or maintain
at least $1 million in assets at Fidelity will not be charged transaction fees for U.S. listed equities and
exchange traded funds.
Item 8: Methods of Analysis, Investment Strategies & Risk of Loss
Below is a summary of our methods of analysis, investment strategies, and applicable risks of loss.
We may use the following methods of analysis in formulating our investment advice and/or managing
client assets. As mentioned above, in some circumstances, we may rely on third parties for investment
analysis or research to assist in formulating our investment advice.
Methods of Analysis
We use the following methods of analysis in formulating our investment advice and/or managing
client assets:
Fundamental Analysis:
The analysis of a business's financial statements (usually to analyze the
business's assets, liabilities, and earnings), health, and its competitors and markets. When analyzing
a stock, futures contract, or currency using fundamental analysis there are two basic approaches one
can use: bottom up analysis and top down analysis. The terms are used to distinguish such analysis
from other types of investment analysis, such as quantitative and technical. Fundamental analysis is
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performed on historical and present data, but with the goal of making financial forecasts. There are
several possible objectives: (a) to conduct a company stock valuation and predict its probable price
evolution; (b) to make a projection on its business performance; (c) to evaluate its management and
make internal business decisions; (d) and/or to calculate its credit risk.; and (e) to find out the
intrinsic value of the share.
When the objective of the analysis is to determine what stock to buy and at what price, there are two
basic methodologies investors rely upon: (a) Fundamental analysis maintains that markets may
misprice a security in the short run but that the "correct" price will eventually be reached. Profits can
be made by purchasing the mispriced security and then waiting for the market to recognize its
"mistake" and reprice the security.; and (b) Technical analysis maintains that all information is
reflected already in the price of a security. Technical analysts analyze trends and believe that
sentiment changes predate and predict trend changes. Investors' emotional responses to price
movements lead to recognizable price chart patterns. Technical analysts also analyze historical
trends to predict future price movement. Investors can use one or both of these different but
complementary methods for stock picking. This presents a potential risk, as the price of a security
can move up or down along with the overall market regardless of the economic and financial factors
considered in evaluating the stock.
Technical Analysis:
A security analysis methodology for forecasting the direction of prices through
the study of past market data, primarily price and volume. A fundamental principle of technical
analysis is that a market's price reflects all relevant information, so their analysis looks at the history
of a security's trading pattern rather than external drivers such as economic, fundamental and news
events. Therefore, price action tends to repeat itself due to investors collectively tending toward
patterned behavior – hence technical analysis focuses on identifiable trends and conditions.
Technical analysts also widely use market indicators of many sorts, some of which are mathematical
transformations of price, often including up and down volume, advance/decline data and other
inputs. These indicators are used to help assess whether an asset is trending, and if it is, the
probability of its direction and of continuation. Technicians also look for relationships between
price/volume indices and market indicators. Technical analysis employs models and trading rules
based on price and volume transformations, such as the relative strength index, moving averages,
regressions, inter-market and intra-market price correlations, business cycles, stock market cycles
or, classically, through recognition of chart patterns. Technical analysis is widely used among traders
and financial professionals and is very often used by active day traders, market makers and pit
traders. The risk associated with this type of analysis is that analysts use subjective judgment to
decide which pattern(s) a particular instrument reflects at a given time and what the interpretation
of that pattern should be.
Mutual Funds and ETFs Analysis:
By observing the experience and track record of the managers of
the account's mutual funds and ETFs to determine if the managers have demonstrated the ability to
invest successfully over periods of time and in different economic conditions. We also look at the
underlying investments in an attempt to identify significant overlap with the underlying investments
held in other funds or ETFs, in the account. We monitor the funds and ETFs in an attempt to determine
if they are continuing to follow their stated investment strategies. A risk of our mutual fund and ETF
analysis is that, as with all securities, past performance does not guarantee future results. A manager
who has been successful may not be able to replicate that success in the future. In addition, we do not
control and do not have complete information about the underlying securities owned by the mutual
funds and ETFs in the account. There is a risk that the investment managers of two or more funds or
ETFs may have invested in a particular security, thereby increasing the risk to the client if that
security were to fall in value. Additionally, there is always a risk that a manager may
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deviate from a stated investment mandate or strategy, which could make the holding(s) less suitable
for a portfolio.
Investment Strategies We Use
We use the following strategies in managing client accounts, provided that such strategies are
appropriate to the needs of the client and consistent with the client's investment objectives, risk
tolerance, and time horizons, among other considerations:
Alternative Investments:
Hedge funds, commodity pools, Real Estate Investment Trusts (“REITs”),
Business Development Companies (“BDCs”), and other alternative investments involve a high degree
of risk and can be illiquid due to restrictions on transfer and lack of a secondary trading market. They
can be highly leveraged, speculative and volatile, and an investor could lose all or a substantial
amount of an investment. Alternative investments may lack transparency as to share price, valuation
and portfolio holdings. Complex tax structures often result in delayed tax reporting. Compared to
mutual funds, hedge funds and commodity pools are subject to less regulation and often charge
higher fees and may require “capital calls” which would require additional investment. Alternative
investment managers typically exercise broad investment discretion and may apply similar strategies
across multiple investment vehicles, resulting in less diversification.
Asset Allocation:
The implementation of an investment strategy that attempts to balance risk versus
reward by adjusting the percentage of each asset in an investment portfolio according to the
investor's risk tolerance, goals and investment time frame. Asset allocation is based on the principle
that different assets perform differently in different market and economic conditions. A fundamental
justification for asset allocation is the notion that different asset classes offer returns that are not
perfectly correlated, hence diversification reduces the overall risk in terms of the variability of
returns for a given level of expected return. Although risk is reduced as long as correlations are not
perfect, it is typically forecast (wholly or in part) based on statistical relationships (like correlation
and variance) that existed over some past period. Expectations for return are often derived in the
same way.
An asset class is a group of economic resources sharing similar characteristics, such as riskiness and
return. There are many types of assets that may or may not be included in an asset allocation strategy.
The "traditional" asset classes are stocks (value, dividend, growth, or sector-specific [or a "blend" of
any two or more of the preceding]; large-cap versus mid-cap, small-cap or micro-cap; domestic,
foreign [developed], emerging or frontier markets), bonds (fixed income securities more generally:
investment-grade or junk [high-yield]; government or corporate; short-term, intermediate, long-
term; domestic, foreign, emerging markets), and cash or cash equivalents. Allocation among these
three provides a starting point. Usually included are hybrid instruments such as convertible bonds
and preferred stocks, counting as a mixture of bonds and stocks. Other alternative assets that may be
considered include: commodities: precious metals, nonferrous metals, agriculture, energy, others.;
Commercial or residential real estate (also REITs); Collectibles such as art, coins, or stamps;
insurance products (annuity, life settlements, catastrophe bonds, personal life insurance products,
etc.); derivatives such as long-short or market neutral strategies, options, collateralized debt, and
futures; foreign currency; venture capital; private equity; and/or distressed securities.
There are several types of asset allocation strategies based on investment goals, risk tolerance, time
frames and diversification. The most common forms of asset allocation are: strategic, dynamic,
tactical, and core-satellite.
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•
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Strategic Asset Allocation: The primary goal of a strategic asset allocation is to create an asset
mix that seeks to provide the optimal balance between expected risk and return for a long-
term investment horizon. Generally speaking, strategic asset allocation strategies are
agnostic to economic environments, i.e., they do not change their allocation postures relative
to changing market or economic conditions.
Dynamic Asset Allocation: Dynamic asset allocation is similar to strategic asset allocation in
that portfolios are built by allocating to an asset mix that seeks to provide the optimal balance
between expected risk and return for a long-term investment horizon. Like strategic
allocation strategies, dynamic strategies largely retain exposure to their original asset
classes; however, unlike strategic strategies, dynamic asset allocation portfolios will adjust
their postures over time relative to changes in the economic environment.
Tactical Asset Allocation: Tactical asset allocation is a strategy in which an investor takes a
more active approach that tries to position a portfolio into those assets, sectors, or individual
stocks that show the most potential for perceived gains. While an original asset mix is
formulated much like strategic and dynamic portfolio, tactical strategies are often traded
more actively and are free to move entirely in and out of their core asset classes
Core-Satellite Asset Allocation: Core-Satellite allocation strategies generally contain a 'core'
strategic element making up the most significant portion of the portfolio, while applying a
dynamic or tactical 'satellite' strategy that makes up a smaller part of the portfolio. In this
way, core-satellite allocation strategies are a hybrid of the strategic and dynamic/tactical
allocation strategies mentioned above.
ESG Investing:
ESG Investing maintains a focus on Environmental, Social, and Governance issues.
ESG investing may be referred to in many different ways, such as sustainable investing, socially
responsible investing, and impact investing. ESG practices can include, but are not limited to,
strategies that select companies based on their stated commitment to one or more ESG factors; for
example, companies with policies aimed at minimizing their negative impact on the environment,
social issues, or companies that focus on governance principles and transparency. ESG practices may
also entail screening out companies in certain sectors or that, in the view of the investor, demonstrate
poor management of ESG risks and opportunities or are involved in issues that are contrary to the
investor's own principals.
Long-Term Purchases:
Our firm may buy securities for your account and hold them for a relatively
long time (more than a year) in anticipation that the security’s value will appreciate over a long
horizon. The risk of this strategy is that our firm could miss out on potential short-term gains that
could have been profitable to your account, or it’s possible that the security’s value may decline
sharply before our firm makes a decision to sell.
Private Investments/Limited Partnerships:
A limited partnership is a financial affiliation that
includes at least one general partner and a number of limited partners. The partnership invests in a
venture, such as real estate development or oil exploration, for financial gain. The general partner
does not usually invest any capital, but has management authority and unlimited liability. That is, the
general partner runs the business and, in the event of bankruptcy, is responsible for all debts not paid
or discharged. The limited partners have no management authority and confine their participation to
their capital investment. That is, limited partners invest a certain amount of money and have nothing
else to do with the business. However, their liability is limited to the amount of the investment. In the
worst-case scenario for a limited partner, he/she loses what he/she invested. Profits are divided
between general and limited partners according to an arrangement formed at the creation of the
partnership. Activ8 is a partner in various Limited Partnerships, which are offered to qualified clients.
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Lonsdale employs a rigorous diligence process when evaluating Underlying Funds, including review
of fund management teams, track records, strategy fit, fund terms, and market dynamics. The Fund
targets diversified exposure to private market strategies, with an emphasis on growth-oriented
strategies such as private equity and venture capital.
An investment in the Fund involves a high degree of risk, including:
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Illiquidity and long duration;
Multiple layers of fees and carried interest;
Lack of direct control or transparency in Underlying Funds;
Conflicts of interest due to affiliated fund investments and warehouse transactions;
Potential delays in receiving audited financials or tax reporting;
Risks of investing in high-growth or early-stage companies, including total loss of capital.
Short-Term Purchases:
When utilizing this strategy, our firm may also purchase securities with the
idea of selling them within a relatively short time (typically a year or less). Our firm does this in an
attempt to take advantage of conditions that our firm believes will soon result in a price swing in the
securities our firm purchase.
Third-Party Manager Cross Transactions:
In limited circumstances, the Third-Party Manager we
recommend may engage in cross transactions. These types of transactions typically occur when the
investment adviser (here, Third-Party Manager) arranges a trade between different advisory clients.
As part of our due diligence on Third-Party Managers that we might recommend, we request and
review the Third-Party Manager's policies and procedures on brokerage transactions, including cross
transactions, in efforts to identify and evaluate any conflicts of interest before making such
recommendation.
Risk of Loss
Investing in securities involves risk of loss that clients should be prepared to bear. While the stock
market may increase and the account(s) could enjoy a gain, it is also possible that the stock market
may decrease and the account(s) could suffer a loss. It is important that clients understand the risks
associated with investing in the stock market, and that their assets are appropriately diversified in
investments. Clients are encouraged to ask our firm any questions regarding their risk tolerance.
Capital Risk:
Capital risk is one of the most basic, fundamental risks of investing; it is the risk that
you may lose 100% of your money. All investments carry some form of risk and the loss of capital is
generally a risk for any investment instrument.
Company Risk:
When investing in stock positions, there is always a certain level of company or
industry specific risk that is inherent in each investment. This is also referred to as unsystematic risk
and can be reduced through appropriate diversification. There is the risk that the company will
perform poorly or have its value reduced based on factors specific to the company or its industry. For
example, if a company’s employees go on strike or the company receives unfavorable media attention
for its actions, the value of the company may be reduced.
Economic Risk:
The prevailing economic environment is important to the health of all businesses.
Some companies, however, are more sensitive to changes in the domestic or global economy than
others. These types of companies are often referred to as cyclical businesses. Countries in which a
large portion of businesses are in cyclical industries are thus also very economically sensitive and
carry a higher amount of economic risk. If an investment is issued by a party located in a country that
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experiences wide swings from an economic standpoint or in situations where certain elements of an
investment instrument are hinged on dealings in such countries, the investment instrument will
generally be subject to a higher level of economic risk.
ESG Risk:
"ESG Investing" is not defined in federal securities laws, may be subjective, and may be
defined in different ways by different managers, advisers or investors. There is no SEC "rating" or
"score" of ESG investments that could be applied across a broad range of companies, and while many
different private ratings based on different ESG factors exist, they often differ significantly from each
other. Different managers may weight environmental, social, and governance factors differently.
Some ESG managers may consider data from third party providers which could include "scoring" and
"rating" data compiled to help managers compare companies. Some of the data used to compile third
party ESG scores and ratings may be subjective. Other data may be objective in principle, but are not
verified or reliable. Third party scores also may consider or weight ESG criteria differently, meaning
that companies can receive widely different scores from different third party providers. A portfolio
manager's ESG practices may significantly influence performance. Because securities may be
included or excluded based on ESG factors rather than traditional fundamental analysis or other
investment methodologies, the account's performance may differ (either higher or lower) from the
overall market or comparable accounts that do not employ similar ESG practices. Some mutual funds
or ETFs that consider ESG may have different expense ratios than other funds that do not consider
ESG factors. Paying more in expenses will reduce the value of your investment over time.
Financial Risk:
Financial risk is represented by internal disruptions within an investment or the
issuer of an investment that can lead to unfavorable performance of the investment. Examples of
financial risk can be found in cases like Enron or many of the dot com companies that were caught up
in a period of extraordinary market valuations that were not based on solid financial footings of the
companies.
Liquidity Risk:
Certain assets may not be readily converted into cash or may have a very limited
market in which they trade. This can create a substantial delay in the receipt of proceeds from an
investment. Liquidity risk can also result in unfavorable pricing when exiting (i.e. not being able to
quickly get out of an investment before the price drops significantly) a particular investment and
therefore, can have a negative impact on investment returns.
Market Risk:
The value of your portfolio may decrease if the value of an individual company or
multiple companies in the portfolio decreases or if our belief about a company’s intrinsic worth is
incorrect. Further, regardless of how well individual companies perform, the value of your portfolio
could also decrease if there are deteriorating economic or market conditions. It is important to
understand that the value of your investment may fall, sometimes sharply, in response to changes in
the market, and you could lose money. Investment risks include price risk as may be observed by a
drop in a security’s price due to company specific events (e.g. earnings disappointment or downgrade
in the rating of a bond) or general market risk (e.g. such as a “bear” market when stock values fall in
general). For fixed-income securities, a period of rising interest rates could erode the value of a bond
since bond values generally fall as bond yields go up. Past performance is not a guarantee of future
returns.
Strategy Risk:
There is no guarantee that the investment strategies discussed herein will work under
all market conditions and each investor should evaluate his/her ability to maintain any investment
he/she is considering in light of his/her own investment time horizon. Investments are subject to
risk, including possible loss of principal.
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Third-Party Money Manager Analysis:
The analysis of the experience, investment philosophies,
and past performance of independent third-party investment managers in an attempt to determine
if that manager has demonstrated an ability to invest over a period of time and in different economic
conditions. Analysis is completed by monitoring the manager’s underlying holdings, strategies,
concentrations and leverage as part of our overall periodic risk assessment. Additionally, as part of
the due-diligence process, the manager’s compliance and business enterprise risks are surveyed and
reviewed. A risk of investing with a third-party manager who has been successful in the past is that
they may not be able to replicate that success in the future. In addition, as our firm does not control
the underlying investments in a third-party manager’s portfolio, there is also a risk that a manager
may deviate from the stated investment mandate or strategy of the portfolio, making it a less suitable
investment for our clients. Moreover, as our firm does not control the manager’s daily business and
compliance operations, our firm may be unaware of the lack of internal controls necessary to prevent
business, regulatory or reputational deficiencies.
Description of Material, Significant or Unusual Risks
Our firm generally invests client cash balances in money market funds, FDIC Insured Certificates of
Deposit, high-grade commercial paper and/or government backed debt instruments. Ultimately, our
firm tries to achieve the highest return on client cash balances through relatively low-risk
conservative investments. In most cases, at least a partial cash balance will be maintained in a money
market account so that our firm may debit advisory fees for our services related to our Investment
Management service, as applicable.
Item 9: Disciplinary Information
There are no legal or disciplinary events that are material to the evaluation of our advisory business
or the integrity of our management.
Item 10: Other Financial Industry Activities & Affiliations
Representatives of our firm are insurance agents/brokers. They offer insurance products and receive
customary fees as a result of insurance sales. A conflict of interest exists as these insurance sales
create an incentive to recommend products based on the compensation adviser and/or our
supervised persons may earn. To mitigate this potential conflict, our firm will act in the client’s best
interest.
As noted in Item 4 - Advisory Services, our firm maintains a business relationship with Dynasty,
which provides our firm with operational and back office support including access to a network of
service providers. Through the Dynasty network of service providers, our firm has access to trading
technology, transition support, reporting, custody, brokerage, investments, compliance and other
related services. Our firm also recommends Dynasty's subsidiary, DWM, a registered investment
adviser, to clients for its Investments Program and OCIO Services (also detailed in Item 4 - Advisory
Services). While we believe this open architecture structure for both operational and investment
services best serves the interests of its advisory clients, this relationship may potentially present
certain conflicts of interest due to the fact that Dynasty retains a portion of the platform or other
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third party fees paid by our firm or clients for the services referenced above. In light of the foregoing,
we seek at all times to ensure that any material conflicts are addressed on a fully-disclosed basis and
handled in a manner that is aligned with its clients' best interests. Our firm does not receive any
portion of the fees paid directly to Dynasty, its affiliates or the service providers made available
through Dynasty's platform. In addition, we review all such relationships, including the service
providers engaged through Dynasty, on a periodic basis in an effort to ensure clients are receiving
competitive rates in relation to the quality and scope of the services provided.
Lonsdale is affiliated with:
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Opto Investments, Inc., a financial technology platform that supports fund access,
subscription processing, and compliance services;
Opto Custom GP 2023 LLC, the General Partner of the Fund; and
Lonsdale Bedrock Fund LLC, the “Warehouse,” which may pre-commit capital to
Underlying Funds ahead of syndication to Fund investors.
Lonsdale and its affiliates may also manage or sponsor other private funds or feeder vehicles, and
may invest alongside the Fund or warehouse interests in advance of syndication. These affiliations
present potential conflicts of interest, which are mitigated through disclosure and, in some cases,
oversight by Octagon Financial Services, Inc., which has authority to approve conflicted transactions
under Advisers Act Section 206(3).
Item 11: Code of Ethics, Participation or Interest in
Client Transactions & Personal Trading
As a fiduciary, it is an investment adviser’s responsibility to provide fair and full disclosure of all material
facts and to act solely in the best interest of each of our clients at all times. Our fiduciary duty is the
underlying principle for our firm’s Code of Ethics, which includes procedures for personal securities
transaction and insider trading. Our firm requires all representatives to conduct business with the
highest level of ethical standards and to comply with all federal and state securities laws at all times.
Upon employment with our firm, and at least annually thereafter, all representatives of our firm will
acknowledge receipt, understanding and compliance with our firm’s Code of Ethics. Our firm and
representatives must conduct business in an honest, ethical, and fair manner and avoid all circumstances
that might negatively affect or appear to affect our duty of complete loyalty to all clients. This disclosure
is provided to give all clients a summary of our Code of Ethics. If a client or a potential client wishes to
review our Code of Ethics in its entirety, a copy will be provided promptly upon request.
Our firm recognizes that the personal investment transactions of our representatives demand the
application of a Code of Ethics with high standards and requires that all such transactions be carried out
in a way that does not endanger the interest of any client. At the same time, our firm also believes that if
investment goals are similar for clients and for our representatives, it is logical, and even desirable, that
there be common ownership of some securities.
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In order to prevent conflicts of interest, our firm has established procedures for transactions effected by
1
our representatives for their personal accounts
. In order to monitor compliance with our personal
trading policy, our firm has pre-clearance requirements and a quarterly securities transaction reporting
system for all of our representatives.
Neither our firm nor a related person recommends, buys or sells for client accounts, securities in
which our firm or a related person has a material financial interest without prior disclosure to the
client.
Related persons of our firm may buy or sell securities and other investments that are also
recommended to clients. In order to minimize this conflict of interest, our related persons will place
client interests ahead of their own interests and adhere to our firm’s Code of Ethics, a copy of which
is available upon request.
Likewise, related persons of our firm buy or sell securities for themselves at or about the same time they
buy or sell the same securities for client accounts. In order to minimize this conflict of interest, our
related persons will place client interests ahead of their own interests and adhere to our firm’s Code of
Ethics, a copy of which is available upon request. Further, our related persons will refrain from buying
or selling securities that will be bought or sold in client accounts unless done so after the client execution
or concurrently as a part of a block trade.
Lonsdale maintains a Code of Ethics designed to ensure compliance with applicable securities laws and
to address potential conflicts. Lonsdale and its employees may invest in the Fund or in Underlying Funds
either directly or indirectly, subject to policies designed to mitigate conflicts. All employees are required
to report personal securities transactions and obtain pre-clearance for certain trades.
Item 12: Brokerage Practices
Selecting a Brokerage Firm
Item 15
While our firm does not maintain physical custody of client assets, we are deemed to have custody of
Custody
certain client assets if given the authority to withdraw assets from client accounts (see
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, below). Client assets must be maintained by a qualified custodian. Our firm seeks to
recommend a custodian who will hold client assets and execute transactions on terms that are overall
most advantageous when compared to other available providers and their services. The factors
considered, among others, are these:
Timeliness of execution
Timeliness and accuracy of trade confirmations
Research services provided
Ability to provide investment ideas
Execution facilitation services provided
Record keeping services provided
1
For purposes of the policy, our associate’s personal account generally includes any account (a) in the name of our associate, his/her spouse,
his/her minor children or other dependents residing in the same household, (b) for which our associate is a trustee or executor, or (c) which our
associate controls, including our client accounts which our associate controls and/or a member of his/her household has a direct or indirect
beneficial interest in.
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Custody services provided
Frequency and correction of trading errors
Ability to access a variety of market venues
Expertise as it relates to specific securities
Financial condition
Business reputation
Quality of services
Our firm has an arrangement with National Financial Services LLC and Fidelity Brokerage Services LLC
(collectively, and together with all affiliates, "Fidelity") through which Fidelity provides our firm with
"institutional platform services." Our firm is independently operated and owned and is not affiliated with
Fidelity. The institutional platform services include, among others, brokerage, custody, and other related
services. Fidelity's institutional platform services that assist us in managing and administering clients'
accounts include software and other technology that (i) provide access to client account data (such as
trade confirmations and account statements); (ii) facilitate trade execution and allocate aggregated
trade orders for multiple client accounts; (iii) provide research, pricing and other market data; (iv)
facilitate payment of fees from its clients' accounts; and (v) assist with back-office functions,
recordkeeping and client reporting.
Fidelity may make certain research and brokerage services available at no additional cost to our firm.
Research products and services provided by Fidelity may include: research reports on
recommendations or other information about particular companies or industries; economic surveys,
data and analyses; financial publications; portfolio evaluation services; financial database software and
services; computerized news and pricing services; quotation equipment for use in running software
used in investment decision-making; and other products or services that provide lawful and appropriate
assistance by Fidelity to our firm in the performance of our investment decision-making responsibilities.
The aforementioned research and brokerage services qualify for the safe harbor exemption defined in
Section 28(e) of the Securities Exchange Act of 1934.
Fidelity does not make client brokerage commissions generated by client transactions available for
our firm’s use. The aforementioned research and brokerage services are used by our firm to manage
accounts for which our firm has investment discretion. Without this arrangement, our firm might be
compelled to purchase the same or similar services at our own expense.
As part of our fiduciary duty to our clients, our firm will endeavor at all times to put the interests of
our clients first. Clients should be aware, however, that the receipt of economic benefits by our firm
or our related persons creates a potential conflict of interest and may indirectly influence our firm’s
choice of Fidelity as a custodial recommendation. Our firm examined this potential conflict of interest
when our firm chose to recommend Fidelity and have determined that the recommendation is in the
best interest of our firm’s clients and satisfies our fiduciary obligations, including our duty to seek best
execution.
Our clients may pay a transaction fee or commission to Fidelity that is higher than another qualified
broker dealer might charge to effect the same transaction where our firm determines in good faith
that the commission is reasonable in relation to the value of the brokerage and research services
provided to the client as a whole.
In seeking best execution, the determinative factor is not the lowest possible cost, but whether the
transaction represents the best qualitative execution, taking into consideration the full range of a
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broker-dealer’s services, including the value of research provided, execution capability, commission
rates, and responsiveness. Although our firm will seek competitive rates, to the benefit of all clients,
our firm may not necessarily obtain the lowest possible commission rates for specific client account
transactions.
Soft Dollars
Our firm does not receive soft dollars in excess of what is allowed by Section 28(e) of the Securities
Exchange Act of 1934. The safe harbor research products and services obtained by our firm will
generally be used to service all of our clients but not necessarily all at any one particular time.
Client Brokerage Commissions
Fidelity does not make client brokerage commissions generated by client transactions available for
our firm’s use.
Client Transactions in Return for Soft Dollars
Our firm does not direct client transactions to a particular broker-dealer in return for soft dollar
benefits.
Brokerage for Client Referrals
Our firm does not receive brokerage for client referrals.
Directed Brokerage
Neither our firm nor any of our firm’s representatives have discretionary authority in making the
determination of the brokers-dealers and/or custodians with whom orders for the purchase or sale
of securities are placed for execution, and the commission rates at which such securities transactions
are effected. Our firm routinely recommends that clients direct us to execute through a specified
broker-dealer. Our firm recommends the use of Fidelity. Each client will be recommended to establish
their account(s) with Fidelity if not already done. Please note that not all advisers have this
recommendation.
Additionally, because most of our clients' accounts are managed through TPMM(s), our firm does not
require that clients direct us to execute transactions through a specific broker-dealer. Our firm will
accept such directions to an outside broker-dealer if it is to a broker-dealer which we have approved
and with whom we have a relationship.
Clients should understand that if our firm or a Third-Party Manager are directed or limited to placing
orders with a particular broker-dealer, our firm or the Third-Party Manager may be unable to achieve
most favorable execution of client transactions and this practice may cost the Client more money. When
a client directs the use of a particular broker or dealer, orders for the client will not be aggregated with
orders for other Clients, and the Client will not receive the benefit of reduced transaction costs or better
prices that may result from aggregation of client orders.
Also, when our firm (or a Third-Party Manager) are directed (or limited) to use a particular broker-
dealer, we (or they) will not have the authority to negotiate commissions, obtain volume discounts, or
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Activ8 Family Office LLC
seek price improvement from other broker-dealers. Consequently, best execution may not be achieved
and may cost the client more than if we or a Third-Party Manager had discretion to select another
broker- dealer. A disparity may arise such that clients who direct brokerage will pay higher overall costs
and receive less favorable prices than clients who do not direct brokerage. Not all investment advisers
require clients to direct brokerage; and not all investment advisory programs limit the client's choice of
investment adviser.
Because most client assets are managed through TPMM(s), Cash Management Accounts, or other
programs, our firm does not frequently place orders for client trades. We do not aggregate orders for
multiple accounts into block orders. Clients should be aware that other investment advisers will
aggregate multiple client orders for the same security to obtain better prices and reduce overall
transaction charges. The costs of block orders are usually shared by all of the accounts included in the
block, typically, on a prorated basis. For certain types of securities (particularly exchange-traded and
over-the-counter stocks and fixed income securities), the use of block orders may enable an adviser to
negotiate volume discounts and execute trades in a timelier manner. However, for securities priced at
daily NAV, these benefits are generally not available. Because we do not aggregate any orders of multiple
accounts, trades we place for your account will not receive the potential benefits that might be obtained
by accounts whose orders are aggregated.
Although not expected, in the event we accept client instruction to execute transactions through a
specific broker or dealer, clients should understand that under those circumstances our firm may be
unable to achieve most favorable execution of the transaction and this practice may cost the client more
money. When a client directs the use of a particular broker or dealer, orders for the client's account will
not be aggregated with orders for our other clients' accounts, and the client will not receive the benefit
of reduced transaction costs or better prices that may result from aggregation of client orders.
Also, when we are directed to use a particular broker or dealer, we will not have the authority to
negotiate commissions, obtain volume discounts, or seek price improvement from other brokers or
dealers. Consequently, best execution may not be achieved and may cost the client more than if we had
discretion to select the broker or dealer. A disparity may arise such that the client who directs brokerage
will pay higher overall costs and receive less favorable prices than clients who do not direct brokerage.
Client-Directed Brokerage
Our firm does not allow client-directed brokerage outside our recommendations.
Aggregation of Purchase or Sale
Our firm provides investment management services for various clients. There are occasions on which
portfolio transactions may be executed as part of concurrent authorizations to purchase or sell the same
security for numerous accounts served by our firm, which involve accounts with similar investment
objectives. Although such concurrent authorizations potentially could be either advantageous or
disadvantageous to any one or more particular accounts, they are affected only when our firm believes
that to do so will be in the best interest of the effected accounts. When such concurrent authorizations
occur, the objective is to allocate the executions in a manner which is deemed equitable to the accounts
involved. In any given situation, our firm attempts to allocate trade executions in the most equitable
manner possible, taking into consideration client objectives, current asset allocation and availability of
funds using price averaging, proration and consistently non-arbitrary methods of allocation.
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The Fund does not engage in brokerage transactions. However, Lonsdale may rely on brokers,
custodians, and other third parties for the purchase or administration of interests in Underlying Funds
or to facilitate capital call financing through subscription-backed lines of credit. The Fund may use a line
of credit provided by an affiliate (e.g., the Warehouse) for liquidity management, which may present
conflicts of interest that are disclosed and monitored.
Item 13: Review of Accounts or Financial Plans
Financial Planning Services
. Our firm and the client will engage in periodic meetings, telephone
conversations and other communications to discuss and review various financial planning topics. A
budget containing a cash flow analysis, investment plan and other planning matters will be prepared
and presented as needed. Periodic updates may be necessary to update the initial recommendations.
Client should keep our firm informed of any material changes in the client's information and/or the
assumptions used in developing any of the planning documents. Our firm and the client will decide
whether any updates should be made to the plan.
Investment Management Services
. Accounts that are managed by TPMM(s) are subject to
continuous review by our firm’s representatives that conducts periodic reviews of the account to
evaluate consistency of the current investment objectives, asset allocation and concentration levels,
risk parameters, and current management style as compared to the originally expressed baseline
metrics for such items, as well as consistency with any investment restrictions or investment policy
guidelines established by client. The portfolio manager oversees the conclusions and
recommendations of the analysts on a monthly or more regular basis. More frequent reviews can be
triggered material changes in the assumptions or variables factors for the account, such as significant
market or economic factors, or changes in the client's financial situation, large withdrawals or
significant deposits, or changes in account objectives, liquidity needs, or risk tolerance. Similar
reviews are also conducted regarding client assets our firm manages on a discretionary basis outside
the management of TPMM(s). At least annually, we review accounts to determine whether
investment objectives are being met.
Cash Management Services
. Cash Management Accounts are reviewed at least monthly and
reconciled to the statements received from City National Bank, which is owned by the Royal Bank of
Canada. The initial reviews and reconciliations are performed by qualified staff members. The staff
reports and cash reconciliations are monitored on a regular basis by our firm's senior officers,
including its Chief Compliance Officer, and are reviewed in depth at least annually or more frequently
in the event of significant changes in the number or amount of transactions, or situations where client
requests more or less liquidity in the Cash Management Account. In addition, because our firm is
deemed to have custody of these assets, the Cash Management accounts are subject to an annual
surprise verification of assets conducted by an independent accountant registered with the Public
Company Accounting Oversight Board. However, the reports of the surprise verification are not
provided to Clients.
Tax Services.
Except as necessary to respond to client questions about a tax return or items
presented in a return or tax projection, upon delivery of the completed tax return(s), we will not
conduct subsequent reviews with respect to tax matters, unless specifically engaged by the client for
such purposes for additional consideration.
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Our firm may review client accounts more frequently than described above. Among the factors which
may trigger an off-cycle review are major market or economic events, the client’s life events, requests
by the client, etc.
Item 14: Client Referrals & Other Compensation
National Financial Services LLC and Fidelity Brokerage Services LLC
Except for the arrangements outlined in Item 12 of Form ADV Part 2A, our firm has no additional
arrangements to disclose.
Product Sponsors
Our firm occasionally sponsors events in conjunction with our product providers in an effort to keep
our clients informed as to the services we offer and the various financial products we utilize. These
events are educational in nature and are not dependent upon the use of any specific product. While a
conflict of interest may exist because these events are at least partially funded by product sponsors, all
funds received from product sponsors are used for the education of our clients. We will always adhere
to our fiduciary duty in recommending appropriate investments for our clients.
Client Referrals
In accordance with Rule 206 (4)-1 of the Investment Advisers Act of 1940, our firm provides cash or
non-cash compensation directly or indirectly to unaffiliated persons for testimonials or
endorsements (which include client referrals). Such compensation arrangements will not result in
higher costs to the referred client. In this regard, our firm maintains a written agreement with each
unaffiliated person that is compensated for testimonials or endorsements in an aggregate amount of
$1,000 or more (or the equivalent value in non-cash compensation) over a trailing 12-month period
in compliance with Rule 206 (4)-1 of the Investment Advisers Act of 1940 and applicable state and
federal laws. The following information will be disclosed clearly and prominently to referred
prospective clients at the time of each testimonial or endorsement:
•
•
•
Whether or not the unaffiliated person is a current client of our firm,
A description of the cash or non-cash compensation provided directly or indirectly by our
firm to the unaffiliated person in exchange for the referral, if applicable, and
A brief statement of any material conflicts of interest on the part of the unaffiliated person
giving the referral resulting from our firm’s relationship with such unaffiliated person.
In cases where state law requires licensure of solicitors, our firm ensures that no solicitation fees are
paid unless the solicitor is registered as an investment adviser representative of our firm. If our firm
is paying solicitation fees to another registered investment adviser, the licensure of individuals is the
other firm’s responsibility.
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Item 15: Custody
Deduction of Advisory Fees:
While our firm does not maintain physical custody of client assets (which are maintained by a
qualified custodian, as discussed above), we are deemed to have custody of certain client assets if
given the authority to withdraw assets from client accounts, as further described below under “Third-
Party Money Movement.” All of our clients receive account statements directly from their qualified
custodian(s) at least quarterly upon opening of an account. We urge our clients to carefully review
these statements. Additionally, if our firm decides to send its own account statements to clients, such
statements will include a legend that recommends the client compare the account statements
received from the qualified custodian with those received from our firm. Clients are encouraged to
raise any questions with us about the custody, safety or security of their assets and our custodial
recommendations.
Access to Client Login Credentials:
As part of the advisory services provided, our firm may maintain electronic access to certain client
accounts, including retirement accounts and other accounts as assigned by the client, via the use of
the client’s online login credentials. As such, our firm is deemed to have custody. In accordance with
Rule 206(4)-2 of the Investment Advisers Act of 1940, Advisory Client funds and securities of which
our firm has custody are verified by actual examination at least once during each calendar year by an
independent public accountant (“IPA”) registered with the Public Company Accounting Oversight
.
Board (“PCAOB”), at a time that is chosen by the accountant without prior notice or announcement
to our firm and that is irregular from year to year
Check Writing Ability & Bill Pay Services:
Our firm is deemed to have custody under 17 CFR § 275.206(4)-2 as our firm has check writing and
money privileges for certain client accounts. For clients that are provided bill payment services, our
firm will retain an independent audit firm to conduct an annual surprise custody examination
pursuant to securities regulations. Clients will receive account statements directly from the custodian
on at least a quarterly basis showing all transactions in the account during the reporting period. The
custodian’s statements are separate from the reports our firm provides to clients as described in Item
13 (Review of Accounts or Financial Plans) of this Brochure.
Third-Party Money Movement:
On February 21, 2017, the SEC issued a no-action letter (“Letter”) with respect to Rule 206(4)-2
(“Custody Rule”) under the Investment Advisers Act of 1940 (“Advisers Act”). The letter provided
guidance on the Custody Rule as well as clarified that an adviser who has the power to disburse client
funds to a third party under a standing letter of authorization (“SLOA”) is deemed to have custody.
Although our firm has custody through its access to client login credentials and check writing ability
& bill pay services, our firm has adopted the following safeguards in conjunction with our custodian:
•
The client provides an instruction to the qualified custodian, in writing, that includes the
client’s signature, the third party’s name, and either the third party’s address or the third
party’s account number at a custodian to which the transfer should be directed.
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Activ8 Family Office LLC
•
•
•
•
•
•
The client authorizes the investment adviser, in writing, either on the qualified custodian’s
form or separately, to direct transfers to the third party either on a specified schedule or from
time to time.
The client’s qualified custodian performs appropriate verification of the instruction, such as
a signature review or other method to verify the client’s authorization, and provides a
transfer of funds notice to the client promptly after each transfer.
The client has the ability to terminate or change the instruction to the client’s qualified
custodian.
The investment adviser has no authority or ability to designate or change the identity of the
third party, the address, or any other information about the third party contained in the
client’s instruction.
The investment adviser maintains records showing that the third party is not a related party
of the investment adviser or located at the same address as the investment adviser.
The client’s qualified custodian sends the client, in writing, an initial notice confirming the
instruction and an annual notice reconfirming the instruction.
Item 16: Investment Discretion
Our firm generally has discretion over the selection and amount of securities to be bought or sold in
client accounts without obtaining prior consent or approval from the client. However, these
purchases or sales may be subject to specified investment objectives, guidelines, or limitations
previously set forth by the client and agreed to by our firm. Discretionary authority will only be
authorized upon full disclosure to the client. The granting of such authority will be evidenced by the
client's execution of an advisory agreement containing all applicable limitations to such authority. All
discretionary trades made by our firm will be in accordance with each client's investment objectives
and goals. If a client wishes to impose reasonable limitations on our authority (such as restrictions
on the type of securities or the selection of any particular Third-Party Manager for the account), such
limitations must be included in the client agreement or otherwise submitted to us in writing. The
client may change or amend these limitations, as desired, by written instruction by mail or email.
An account managed in the OCIO Program must grant investment discretion to the Third-Party
Manager(s) that manages the account(s). The client’s advisory agreement will govern whether
restrictions may be imposed on an account's investments, the manner of imposing such restrictions,
and the extent of permissible restrictions.
Item 17: Voting Client Securities
Our firm will not vote, exercise rights, make elections, or take other such actions with respect to
securities held for accounts we manage. If desired, a client may instruct us in writing to forward to
the client or a third-party materials we receive pertaining to proxy solicitations or similar matters.
Upon our receipt of such written instructions, our firm will use commercially reasonable efforts to
forward such materials in a timely manner. In the absence of the client's written request, our firm
will discard account proxy and related materials.
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Activ8 Family Office LLC
Clients may obtain proxy materials by written request to the account's custodian. For information
about how to obtain proxy materials from a custodian, clients may contact us by telephone at 978-
870-0255 or by mail sent to the attention of our Chief Compliance Officer at the street address shown
on the front of this Disclosure Brochure. However, our firm will not provide advice about the issues
raised by any proxy solicitation or other request for action.
For accounts that have their funds managed by TPMM(s), authority to vote account securities is
usually delegated to the Third-Party Manager; however, the client must refer to the terms of his or
her specific agreement to determine whether the client is permitted or required to delegate proxy
voting authority to the Third-Party Manager. These terms will vary by Program and Third-Party
Manager.
Similarly, our firm will not advise or exercise rights, make elections, or take other actions with respect
to legal proceedings involving companies whose securities are or were held in the client's account,
including asserting any claims or voting in bankruptcy or reorganization proceedings, or filing
"proofs of claim" in class action litigation. If desired, a client may instruct us in writing to forward to
the client or a third party any materials our firm receives pertaining to such matters. Upon our receipt
of such written instructions, we will use commercially reasonable efforts to forward such materials in
a timely manner. In the absence of the client's written request, our firm will discard such materials.
Item 18: Financial Information
•
Our firm is not required to provide financial information in this Brochure because:
•
Our firm does not require the prepayment of more than $1,200 in fees when services cannot
be rendered within 6 months.
Our firm does take custody of client funds or securities but has no financial condition that is
reasonably likely to impair our firm’s ability to meet contractual commitments to clients.
Our firm has never been the subject of a bankruptcy proceeding.
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